Acquired Company Tax Returns definition

Acquired Company Tax Returns has the meaning set forth in Section 3.23(a).
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Examples of Acquired Company Tax Returns in a sentence

  • Except as reserved on the Company Financial Statements, all Taxes due on or before the Closing Date in respect of any Acquired Company have been paid or will be paid on or before the Closing Date, whether or not shown on the Acquired Company Tax Returns.

  • No extension or waiver of the limitation period applicable to any of the Acquired Company Tax Returns has been granted (by the Seller, the Acquired Companies or any other Person), and no such extension or waiver has been requested from the Seller or the Acquired Companies.

  • The Designated Sellers have Made Available to Purchaser accurate and complete copies of all Acquired Company Tax Returns filed by any of the Acquired Companies since January 1, 2006.

  • The Company has delivered to Buyer accurate and complete copies of all Acquired Company Tax Returns pertaining to state and federal income Taxes and payroll Taxes filed for the fiscal periods ended December 31, 2005, 2004 and 2003.

  • All amounts shown on the Acquired Company Tax Returns to be due on or before the Closing Date, and all material amounts otherwise required to be paid in connection with the Acquired Company Tax Returns on or before the Closing Date, have been or will be paid on or before the Closing Date.

  • Except as reserved on the Company Financial Statements, all amounts shown on the Acquired Company Tax Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date.

  • No extension or waiver of the limitation period applicable to any Acquired Company Tax Returns has been granted by or requested from any Acquired Company.

  • Sellers shall deliver all other Acquired Company Tax Returns required to be prepared by Sellers pursuant to this Section 7.01 to Purchasers for timely filing with the appropriate Governmental Authorities.

  • The Company Equityholders shall be entitled, in proportion to their Pro Rata Portion, to retain, or receive immediate payment from Parent of, any Tax Benefit (including refunds and credits arising by reason of amended Acquired Company Tax Returns filed after the Closing Date or otherwise) to which the Acquired Companies become entitled, with respect to any Tax period ending on or before the Closing Date relating to any Acquired Company.

  • The Seller or the Acquired Companies have made available to Buyer accurate and complete copies of all Acquired Company Tax Returns pertaining to state and federal income Taxes and payroll Taxes filed after the Original Closing Date.

Related to Acquired Company Tax Returns

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Tax Returns means any and all reports, returns, declarations, claims for refund, elections, disclosures, estimates, information reports or returns or statements required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto or amendment thereof.

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Target Companies means the Company and its Subsidiaries.

  • Acquired Entities means the Company and each of its Subsidiaries, collectively.

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Acquired Corporations means the Company and each of its Subsidiaries, collectively.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Company Subsidiaries means the Subsidiaries of the Company.

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Tax roll means a permanent record of the taxes charged on property, as extended

  • Group Companies means the Company and its Subsidiaries.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Company Returns is defined in Section 3.15(a) of the Agreement.

  • Target Group means the Target and its Subsidiaries.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.

  • Company Subsidiary means any Subsidiary of the Company.